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Vera Synthetic Ltd.

BSE: 535068 Sector: Industrials
NSE: VERA ISIN Code: INE709Z01015
BSE 05:30 | 01 Jan Vera Synthetic Ltd
NSE 05:30 | 01 Jan Vera Synthetic Ltd

Vera Synthetic Ltd. (VERA) - Director Report

Company director report

To

The Shareholders VERA SYNTHETIC LIMITED

(Earstwhile known as Vera Synthetic Pvt. Ltd.)

Your Directors have pleasure in presenting the 22ndAnnual Report on the business andoperationsof the Company and the Audited Accounts for the Financial Year ended 31st March2021.

1. SUMMARY OF FINANCIAL RESULTS:

Particulars Current Year Previous Year
2020-21 2019-20
Total Revenue from operations 291529315 335723418
Total Expenditure 265427540 311994610
Profit / (Loss) Before Tax 26101776 23728808
Provision for Taxation
(1) Current Tax 6453596 5953860
(2) Deferred Tax 1017367 (768132)
(3) Income-tax adj. of earlier years
Profit / (Loss) after Tax 18554143 18543080
Earning Per Equity Share:
(1) Basic 3.76 3.76
(2) Diluted 3.76 3.76

The Operational Income of the Company has been decreased to Rs.291529315.00/-compared toRs.335723418.00/- in the previous year. Total expenditure has been decreasedfromRs. 311994610.00/- toRs.265427540.00/- Profit has not been affected.

2. DIVIDEND:

With a view to finance expansion from internal accrual for the growth of the Companythedirectors do not recommend any dividend for the year ended March 31 2021.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS:

This was a normal year for your Company as it has achieved satisfactory profit.

IMPACTS OF COVID-19

In the last month of FY 2021 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally.Company has complied applicable norms for the employee well-being. Company's profitabilityhas been impacted in the up coming Financial Year 2021-2022

4. CREDIT FACALITIES

The Company has been optimally utilizing its ‘fund based' and ‘non-fundbased' working capital requirements as tied up with STATE BANK OF INDIA. During the yearunder review the Company was comfortable in meeting its financial requirements. Effectivefinancial measures have been continued to reduce cost of interest and bank charges.

5. SHARE CAPITAL AND CHANGES

During F.Y. 2020-21 there is no changes in the capital structure of Company.

6. MATERIAL CHANGES

There are no significant events affecting the financial position between the end of thefinancial year and date of the Report.

7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in ANNEXUREI and is enclosed to this report.

8. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate businessrisksand opportunities and the same has become integral part of the Company's day to dayoperations.The key business risks identified by the Company are Industry risk Managementand Operationsrisk Market risk Government policy risk Liquidity risk and Systems risk.The Company has inplace adequate mitigation plans for the aforesaid risks. The Policy onRisk Management isavailable on website of the Company under tab Investors/Policies/RiskManagement Policy.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER

SECTION 186 OF THE COMPANIES ACT 2013:

There were no loans guarantees or investments made by the Company under Section 186 oftheCompanies Act 2013 during the year under review and hence the furnishing the saidinformationis not applicable.

11. CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in the nature of the business of the Company during the year.

12. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company'sPromoters

Directors Management or their relatives which could have had a potential conflictwith the interests of the Company. Transactions with related parties entered by theCompany in the normal course of business are periodically placed before the Board for itsOmnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as

ANNEXURE II.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its relatedparties in compliance with the applicable provisions of the Companies Act 2013 the rulesmade thereunder and the Listing Agreement. This policy was considered and approved by theBoard and has been uploaded on the website of the Company at www.sujlonropes.com underInvestors/ Policies/Policy on Related Party Transactions.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review there were following changes in the Directors and KeyManagerialPersonnel.

Appointment of Independent Director:

Mrs.Bansari Parin Shah (DIN: 08695482) as an Independent Director as on the Board w.e.f17thFebruary 2020. Director's appointed was approved by the shareholders in the previousGeneral Meeting dated 3rd November 2020

Mr. DINESHBHAI M. PATEL (DIN: 07931168)has been re-appointed in the previous GeneralMeeting dated 3rd November 2020 as an Independent Director for the term of five years

Mr. RAVI B. ADHIYA (DIN: 07931175)has been re-appointed in the previous General Meetingdated 3rd November 2020as an Independent Director for the term of five years

Composition of Board of Directors:

Thus the Board of Directors of Company is a balanced one with an optimum mix ofExecutive and Non Executive Directors. They show active participation at the board andcommittee meetings which enhances the transparency and adds value to their decisionmaking. The Board of the Company is headed by an Executive Chairman. Chairman takes thestrategic decisions frames the policy guidelines and extends wholehearted support toExecutive Directors business heads and associates.

As on 31st March 2021 the Board of Company consists of Six (6) Directors. Thecomposition and category of Directors as well as other details are as follow:

Sr. Name of the No. Director Category DIN No. of Board Meeting attended last year Whether attended last AGM No. of members hip in committe e in other Public Limited Company
1 Mr. Sunil D. Makwana Promoter Chairman & Managing Director 00245683 06 YES NIL
2 Mr. Devjibhai P. Makwana Promoter Group & Executive Director 00359412 06 YES NIL
3 Mr. Dinesh M. Patel Non Executive& Independent Director 07931168 06 YES NIL
4 Mr. Ravi B. Adhiya Non Executive& Independent Director 07931175 06 YES NIL
5 Mrs. Bansari Parin Shah Non Executive& Independent Director 08695482 06 YES NIL
6 Mrs. Meera Sunil Makwana Promoter Group & Whole time Director 08277500 06 YES NIL

Notes:

1. Directorships exclude Private Limited Companies Foreign Companies and Section 8Companies.

2. Chairmanship/Membership of Committee only includes Audit Committee and

Stakeholders' Relationships Committee in Indian Public Limited companies other thanVera Synthetic Limited. Members of the Board of the Company do not have membership of morethan ten Board-level Committees or Chairperson of more than five such Committees.

3. None of the directors are related to each other except Mr. Sunil D. Makwana Mrs.Meera Sunil Makwana and Mr. Devjibhai P. Makwana.

4. Details of Director(s) retiring or being re-appointed are given in notice to AnnualGeneral Meeting.

5. Brief profile of each of the above Directors are given in the beginning of thereport.

BOARD EVALUATION:

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV ofthe Companies Act 2013 states that the performance evaluation of independentdirectorsshall be done by the entire Board of Directors excluding the director beingevaluated. Theevaluation of all the directors and the Board as a whole was conducted basedon the criteriaand framework adopted by the Board. The Board approved the evaluationresults as collated bythe nomination and remuneration committee.

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annualperformance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination and Remuneration andComplianceCommittees.

BOARD COMMITTEES AND THEIR MEETINGS:

The Company has the following Committees of the Board along with details of itscompositions.

Sr. No. Name of Committee Members
1 Audit Committee Mr. RavikumarAdhiya- Chairman
Mrs. Bansari Shah- Member
Mr. Dineshbhai Patel- Member
Mr. Sunil Makwana - Member
2 STAKEHOLDER'S RELATIONSHIP COMMITTEE Mr. RavikumarAdhiya- Chairman
Mrs. Bansari Shah- Member
Mrs. Meera Sunil Makwana
Member
3 NOMINATION AND REMUNERATION COMMITTEE Mr. RavikumarAdhiya- Chairman
Mrs. Bansari Shah- Member
Mr. Dineshbhai Patel- Member

1. Audit Committee

The Board has accepted all recommendations of the Audit Committee made during thefinancial year 2020-21. During the year under review the Audit Committee of the Companymet four (04) times viz 28th May 2020 24th July 2020 12th November 2020 and 8thMarch 2021. The detail of attendance of Members at the Audit Committee Meeting is asunder:-

Sr. No. Name of the Member No. of meetings attended
1 Mr. RavikumarAdhiya 04
2 Mr. Dineshbhai Patel 04
3 Mr. Sunil Makwana 04
4 Mrs. Bansari Shah 04

2. Stakeholder's Relationship Committee

During the year under review the Stakeholder Relationship Committee of the Company metonce on 8th March 2021 The detail ofattendance of Members at the Committee Meeting is asunder:-

Sr. No. Name of the Member No. of meetings attended
1 Mr. RavikumarAdhiya 01
2 Mrs. BansariParin Shah 01
3 Mrs. Meera Sunil Makwana 01

3. Nomination and Remuneration Committee

During the year under review the Nomination and Remuneration Committee of the Companymet once on 28th September 2020. The detail of attendance of Members at the Nominationand Remuneration Committee Meeting is as under:-

Sr. No. Name of the Member No. of meetings attended
1 Mr. RavikumarAdhiya 01
2 Mrs. Divyaben Mehta 01
3 Mr. Dineshbhai Patel 01

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Policy on Nomination and Remuneration is available on the website of theCompany under Investors/Policies/Nomination and Remuneration Policy.

CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company which is posted on the website of the Company under Investors/Policies/Codeof Conduct. All Board Members and Senior Management Personnel have affirmed compliancewith the Code on an annual basis.

INSIDER TRADING:

The Board has in consultation with the Stakeholders' Relationship Committee laid downthe policy to regulate and monitor Insider Trading. The Committee regularly analyzes thetransactions and monitors them to prevent Insider Trading. The policy on Insider Tradingis available on the website of the Company under Investors/Polices/Code of Conduct forprevention of Insider Trading Policy.

MEETINGS:

Number of Board meetings held during the Financial Year are as mentioned below:

Sr. No. Date of Board Meeting Chairperson
1 28.05.2020 Mr. Sunil D. Makwna
2 24.07.2020 Mr. Sunil D. Makwna
3 07.09.2020 Mr. Sunil D. Makwna
4 29.09.2020 Mr. Sunil D. Makwna
5 12.11.2020 Mr. Sunil D. Makwna
6 08.03.2021 Mr. Sunil D. Makwna

Number of General meetings held during the Financial Year are as mentioned below:

Sr. Date of No. General Meeting Type of General Meeting Chairperson
1 03.11.2020 Annual General Meeting Shri Sunil D. Makwana

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement: a) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures; b) the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company forthat period; c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d) the directors had prepared the annual accounts on a going concern basis; and e) thedirectors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively. f) thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

15. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in ANNEXUREIIIand the same is enclosed to this Report.

16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. AUDITORS & AUDITORS' REPORT:

Statutory Auditor:

The Statutory Auditors M/s. Nirav Patel & Co Chartered Accountants (FRN:134617W)signified their willingness to be appointed and declared their eligibility to be appointedas aStatutory Auditor of the Company. Shareholders has approved his appointment as astatutory auditor as on 19th November 2018.

Statutory Auditors' Report:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

There is no qualification reservations or adverse remarks made by the Auditors.

Secretarial Audit

As per section 204 of the Companies Act 2013 Secretarial Audit for the Financial Year2020-21 has been complied by the Secretaril Auditor M/s J. S. VIRANI & CO. (CompanySecretaries)The Secretarial Audit Report for the financial year ended 31st March 2021is annexed herewith marked as Annexure-V to this Report. The Secretarial AuditReport does not contain any qualification reservation adverse remark or disclaimer.

Internal Auditor:

As per section 138 of the Companies Act 2013 Internal Audit for the Financial Year2020-21 has been complied by the Internal Auditor M/s. SHAH RAJ AND ASSOCIATES. (F.R.No.152644W) (Practising Chartered Accountant)

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.The Company continues to ensure proper and adequate systems and procedurescommensuratewith its size and nature of its business.

20. SHARES:

Initial Public Offer:

The company has not any offered securities to public.

Buy-back of Securities:

The Company has not bought back any of its securities during the year under review.

Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

21. PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as stated in Section197 ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration ofManagerial Personnel) Rules 2014.

22. COST AUDIT

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rule the activity of your Company does not fall under anysectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules 2014 andhence maintenance of cost records as well as the cost audit as the case may be has notbeen applicable to the Company for the Financial Year 2021-22. Company is MSME companyhence the cost audit is not applicable.

23. HUMAN RESOURCES:

During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at its workplace. The Companyhasadopted an Anti-harassment Policy in line with the requirements of the SexualHarassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal ComplaintCommittee are set up to redress complaints received regularly and aremonitored by women linesupervisors who directly report to the Chairman & ManagingDirector. All female employees arecovered under the policy. There was no complaintreceived from any employee during thefinancial year 2020- 21 and hence no complaint isoutstanding as on March 31 2021 for redressal.

25. MATERIAL CHANGES

There was no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate on the date of report.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

COMPANY'S OPERATIONS IN FUTURE

There were no material orders passed by the regulators or court or tribunals impactingthe going concern status and company's operations in future

27. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as ANNEXURE IV to thisReport.

28. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed in the CompanyManagement Team.

Dated: 31.08.2021
For and on behalf of the Board of Directors of
VERA SYNTHETIC LIMITED
SD/- SD/-
Sunil Makwana Meera Sunil Makwana
Chairman & MD Whole Time Director
DIN: 00245683 DIN: 08277500

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